Gross-Up Waiver Clause Samples
A Gross-Up Waiver clause is a contractual provision where one party agrees not to require the other party to increase payments to cover any taxes or deductions imposed by law. In practice, this means that if taxes are withheld from a payment, the recipient cannot demand additional funds to make up for the shortfall caused by the withholding. The core function of this clause is to allocate the risk of tax deductions to the recipient, ensuring that the payer's financial obligation remains fixed and predictable regardless of tax changes.
Gross-Up Waiver. The Executive hereby acknowledges and agrees that he shall have no rights to any additional payments intended to make the Executive whole for any taxes relating to “parachute payments” (as defined in Section 280G of the Code), including without limitation excise taxes imposed by Section 4999 of the Code and any related federal, state or local taxes (including without limitation any interest or penalties imposed with respect to such taxes) under any plans, agreements or arrangements, including the Grant Award Agreements by and between the Executive and the Parent and/or the Company.
Gross-Up Waiver. The Executive hereby waives all rights to any additional payments intended to make him whole for any taxes relating to “parachute payments” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), including excise taxes imposed by Section 4999 of the Code and any related federal, state or local taxes (including any interest or penalties imposed with respect to such taxes) under any plans, agreements or arrangements, including the Performance Share Unit Agreements by and between the Executive and Liberty Global Parent.